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13D Filing: Starboard Value LP and Monotype Imaging Holdings Inc. (TYPE)

Monotype Imaging Holdings Inc. (NASDAQ:TYPE): Jeffrey Smith’s Starboard Value LP filed an amended 13D.

You can check out Starboard Value LP’s latest holdings and filings here.

Please follow Starboard Value LP (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Starboard Value LP or update its stock holdings.

Jeffrey Smith
Jeffrey Smith
Starboard Value LP

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STARBOARD VALUE 2,815,909 2,815,909 2,815,909 2,815,909 6.8%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 2,146,808 2,146,808 2,815,909 2,146,808 5.1%
STARBOARD VALUE AND OPPORTUNITY S 248,290 248,290 2,815,909 248,290 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 140,794 140,794 140,794 Less than 1%
STARBOARD VALUE R 140,794 140,794 140,794 Less than 1%
STARBOARD VALUE R GP 140,794 140,794 140,794 Less than 1%
STARBOARD VALUE GP 2,815,909 2,815,909 2,815,909 6.8%
STARBOARD PRINCIPAL CO 2,815,909 2,815,909 2,815,909 6.8%
STARBOARD PRINCIPAL CO GP 2,815,909 2,815,909 2,815,909 6.8%
JEFFREY C. SMITH 938,637 938,637 2,815,909 6.8%
MARK R. MITCHELL 938,637 938,637 2,815,909 6.8%
PETER A. FELD 938,637 938,637 2,815,909 6.8%
BLR Partners 938,637 938,637 938,637 2.3%
BLRPart 938,637 938,637 938,637 2.3%
BLRGP Inc 938,637 938,637 938,637 2.3%
Fondren Management 938,637 2.3%
FMLP Inc 938,637 2.3%
Bradley L. Radoff 938,637 2.3%
Jeffrey Smith
Jeffrey Smith
Starboard Value LP

Page 1 of 40 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Monotype Imaging Holdings Inc.

(Name
of Issuer)

Common Stock,
par value $0.001 per share

(Title of Class of Securities)

61022P100

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

GREG
LEMPEL

1177 West Loop South, Suite 1625

Houston, Texas 77027

(713)
482-2196

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

September 26, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).


1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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Page 2 of 40 – SEC Filing


1 NAME OF REPORTING PERSON
STARBOARD VALUE LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,815,909
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,815,909
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,146,808
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,146,808
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,146,808
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
CO
3

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Page 4 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 248,290
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
248,290
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
248,290
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY C LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 140,794
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
140,794
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,794
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
5

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Page 6 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 140,794
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
140,794
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,794
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
6

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Page 7 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 140,794
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
140,794
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,794
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
7

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Page 8 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,815,909
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,815,909
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
OO
8

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Page 9 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,815,909
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,815,909
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
PN
9

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Page 10 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,815,909
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,815,909
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
OO
10

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Page 11 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
JEFFREY C. SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,815,909
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,815,909
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
IN
11

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Page 12 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
MARK R. MITCHELL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,815,909
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,815,909
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
IN
12

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Page 13 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
PETER A. FELD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,815,909
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,815,909
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
IN
13

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Page 14 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
BLR Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 938,637
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
938,637
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
PN
14

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Page 15 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
BLRPart, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 938,637
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
938,637
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
PN
15

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Page 16 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
BLRGP Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 938,637
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
938,637
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
CO
16

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Page 17 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
Fondren Management, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 938,637
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
938,637
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
PN
17

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Page 18 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
FMLP Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 938,637
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
938,637
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
CO
18

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Page 19 of 40 – SEC Filing

1 NAME OF REPORTING PERSON
Bradley L. Radoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 938,637
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
938,637
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON
IN
19

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Page 20 of 40 – SEC Filing

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates
to the common stock, par value $0.001 per share (the “Shares”), of Monotype Imaging Holdings Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 600 Unicorn Park Drive, Woburn, Massachusetts
01801.

Item 2. Identity and Background.

(a)       This
statement is filed by:

(i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard
V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S
LLC”), with respect to the Shares directly and beneficially owned by it;
(iii) Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”),
with respect to the Shares directly and beneficially owned by it;
(iv) Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v) Starboard Value R GP LLC (“Starboard R GP”), as
the general partner of Starboard R LP;
(vi) Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O
Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard
S LLC;
(vii) Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard
Value LP;
(viii) Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(ix) Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal
Co;
(x) Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP;
(xi) Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP;
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Page 21 of 40 – SEC Filing

(xii) Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP;
(xiii) BLR Partners LP, a Texas limited partnership (“BLR Partners”);
(xiv) BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general
partner of BLR Partners;
(xv) BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of
BLRPart GP;
(xvi) Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves
as the investment manager of BLR Partners;
(xvii) FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren
Management; and
(xviii) Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Starboard V&O Fund,
Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal
GP, and Messrs. Smith, Feld and Mitchell are referred to as the “Starboard Parties” and BLR Partners, BLRPart GP, BLRGP,
Fondren, FMLP, and Mr. Radoff are referred to as the “BLR Parties.” Each of the Reporting Persons is party to that
certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.

(b)       The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand
Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The address of the principal office of
each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP, and Mr. Radoff is 1177 West Loop South, Suite 1625, Houston,
TX 77027.

(c)       The
principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory
and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The
principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member
of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP.  Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP. The principal business of BLR Partners is investing in securities. The principal business of BLRPart
GP is serving as the general partner of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart
GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of
FMLP is serving as the general partner of Fondren Management. The principal occupation of Mr. Radoff is serving as the sole shareholder
and sole director of each of BLRGP and FMLP.

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Page 22 of 40 – SEC Filing

(d)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f)       Messrs.
Smith, Mitchell, Feld and Radoff are citizens of the United States of America. The citizenship of the persons listed on Schedule
A is set forth therein.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The
aggregate purchase price of the 2,146,808 Shares beneficially owned by Starboard V&O Fund is approximately $40,556,547, excluding
brokerage commissions. The aggregate purchase price of the 248,290 Shares beneficially owned by Starboard S LLC is approximately
$4,692,047, excluding brokerage commissions. The aggregate purchase price of the 140,794 Shares beneficially owned by Starboard
C LP is approximately $2,658,756, excluding brokerage commissions. The aggregate purchase price of the 280,017 Shares held in
the Starboard Value LP Account is approximately $5,321,731, excluding brokerage commissions.

The Shares purchased
by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 938,637
Shares owned directly by BLR Partners is approximately $17,732,742, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting
Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons
may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on
the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

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Page 23 of 40 – SEC Filing

No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders
of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business
combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business
combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 41,717,178 Shares outstanding, as of July 25, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on July 31, 2017.

A. Starboard V&O Fund
(a) As of the close of business on October 6, 2017, Starboard V&O Fund beneficially owned 2,146,808
Shares.

Percentage: Approximately 5.1%

(b) 1. Sole power to vote or direct vote: 2,146,808
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,146,808
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth
in Schedule B and are incorporated herein by reference.
B. Starboard S LLC
(a) As of the close of business on October 6, 2017, Starboard S LLC beneficially owned 248,290 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 248,290
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 248,290
4. Shared power to dispose or direct the disposition: 0
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Page 24 of 40 – SEC Filing

(c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
C. Starboard C LP
(a) As of the close of business on October 6, 2017, Starboard C LP beneficially owned 140,794 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 140,794
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 140,794
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
D. Starboard R LP
(a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of
the 140,794 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 140,794
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 140,794
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the 140,794 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 140,794
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 140,794
4. Shared power to dispose or direct the disposition: 0
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Page 25 of 40 – SEC Filing

(c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
F. Starboard Value LP
(a) As of the close of business on October 6, 2017, 280,017 Shares were held in the Starboard Value
LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,146,808 Shares owned by Starboard V&O
Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned by Starboard C LP, and (iv) 280,017 Shares held
in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b) 1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and
on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
G. Starboard Value GP
(a) Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial
owner of the (i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794
Shares owned by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b) 1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H. Principal Co
(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned by Starboard
C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.
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Page 26 of 40 – SEC Filing

Percentage: Approximately 6.8%

(b) 1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0
(c) Principal Co has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I. Principal GP
(a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned
by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b) 1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0
(c) Principal GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J. Messrs. Smith, Mitchell and Feld
(a) Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of
the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner
of the (i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares
owned by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,815,909
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,815,909
(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during
the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP
and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by
reference.
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Page 27 of 40 – SEC Filing

K. BLR Partners
(a) As of the close of business on October 6, 2017, BLR Partners beneficially owned 938,637 Shares.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637
(c) The transactions in the Shares by BLR Partners during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
L. BLRPart GP
(a) BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 938,637
Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637
(c) BLRPart GP has not entered into any transactions in the Shares during the past sxity days. The
transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
M. BLRGP
(a) BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 938,637
Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637
(c) BLRGP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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Page 28 of 40 – SEC Filing

N. Fondren Management
(a) Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner
of the 938,637 Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637
(c) Fondren Management has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
O. FMLP
(a) FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 938,637
Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637
(c) FMLP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
P. Mr. Radoff
(a) Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed
the beneficial owner of the 938,637 Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 938,637
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 938,637
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Radoff has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.

As of the close of business
on October 6, 2017, the Reporting Persons collectively beneficially owned an aggregate of 3,754,546 Shares, constituting approximately
9.0% of the Shares outstanding.

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Page 29 of 40 – SEC Filing

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On August 21, 2017,
the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed,
among other things, (i) to form a group for the purpose of engaging in discussions with the Issuer regarding means to enhance stockholder
value and corporate governance, (ii) to take any other actions the group determines to undertake in connection with their respective
investment in the Issuer, including, but not limited to, a potential solicitation of proxies in furtherance of seeking representation
on the Issuer’s Board of Directors, (iii) to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by applicable law, (iv) that each of the Starboard Parties and BLR
Parties will pay directly all pre-approved expenses incurred in connection with the group’s activities based on their pro
rata ownership percentage of the Shares, as adjusted each month, and (v) that a trading policy will be in effect during the term
of the Group Agreement, which provides, among other things, that each of the Starboard Parties and BLR Parties will only buy, sell
or otherwise transact in securities of the Issuer approximately in proportion to the agreed upon target position of the parties.
The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.
99.1 Group Agreement, dated August 21, 2017.
99.2 Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15,
2011.
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Page 30 of 40 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: October 6, 2017

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

Starboard Value and Opportunity
S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity
C LP

By: Starboard Value R LP,

its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

Starboard Value R GP LLC

By:

/s/ Jeffrey C. Smith

Name: Jeffrey C. Smith
Title:

Authorized Signatory

/s/ Jeffrey C. Smith

Jeffrey C. Smith
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
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Page 31 of 40 – SEC Filing

BLR Partners LP
By: BLRPart, LP
General Partner
By: BLRGP Inc.
General Partner
By:

/s/ Bradley L. Radoff

Name: Bradley L. Radoff
Title: Sole Director
BLRPart, LP
By: BLRGP Inc.
General Partner
By:

/s/ Bradley L. Radoff

Name: Bradley L. Radoff
Title: Sole Director
BLRGP Inc.
By:

/s/ Bradley L. Radoff

Name: Bradley L. Radoff
Title: Sole Director
Fondren Management, LP
By: FMLP Inc.
General Partner
By:

/s/ Bradley L. Radoff

Name: Bradley L. Radoff
Title: Sole Director
FMLP Inc.
By:

/s/ Bradley L. Radoff

Name: Bradley L. Radoff
Title: Sole Director

/s/ Bradley L. Radoff

Bradley L. Radoff
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